Alignment Shares Sample Clauses
The Alignment Shares clause defines a specific class of shares issued to align the interests of key stakeholders, such as founders or management, with the long-term success of the company. These shares may have unique vesting schedules, performance-based conversion features, or restrictions on transfer, ensuring that their value is closely tied to the achievement of certain milestones or company performance metrics. The core function of this clause is to incentivize key individuals to act in the best interests of the company and its investors, thereby reducing agency risk and promoting sustained value creation.
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Alignment Shares. Upon the earlier to occur of the expiration or termination of the Underwriters’ over-allotment option, the Company shall cancel or otherwise effect the forfeiture of Alignment Shares from the Sponsor pursuant to the Founder Subscription Agreement, in an aggregate amount equal to the number of Alignment Shares determined by multiplying (a) 450,000 by (b) a fraction, (i) the numerator of which is 2,250,000 minus the number of Public Shares purchased by the Underwriters upon the exercise of their over-allotment option and (ii) the denominator of which is 2,250,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of the Alignment Shares pursuant to this subsection.
Alignment Shares. The issued and outstanding Alignment Shares and the Conversion Shares to be issued and delivered upon conversion thereof in the manner set forth in the Prospectus, are duly authorized, validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights.